Payment and Delivery of Option Shares. Payment for Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds by deposit of the price for the Option Shares being purchased to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than one Business Day prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one Business Day prior to the Closing Date or the Option Closing Date, as the case may be.
Payment and Delivery of Option Shares. Payment for the Option Shares shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $[X.XX] per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date.
Payment and Delivery of Option Shares. Payment for Option Shares shall be made on the Option Closing Date by wire transfer in immediately available funds by deposit of the price for the Option Shares being purchased to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than one Business Day prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one Business Day prior to the Closing Date or the Option Closing Date, as the case may be. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.
Payment and Delivery of Option Shares. Payment for the Company Option Shares shall be made on the Closing Date or the Option Closing Date, as the case may be, at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $[_____] per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Company Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date. Payment for Selling Stockholders Option Shares shall be made on the Closing Date or Option Closing Date, as the case may be, by wire transfer in Federal (same day) funds of the price for the Option Shares being purchased to accounts designated by each Selling Stockholder against delivery to the Representative for the respective accounts of the several Underwriters of the Option Shares in the form of certificates for the securities comprising the Option Shares through the full fast transfer facilities of DTC for the account of the Underwriters. The certificates for the Selling Stockholders’ Option Shares shall be registered in the name or names and shall be in the denominations the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date.
Payment and Delivery of Option Shares. (a) Immediately following the giving of an Exercise Notice pursuant to Section 2, the parties hereto will negotiate a definitive purchase and sale agreement (the "Purchase and Sale Agreement") and such other documentation reasonably necessary in connection with the Transfer (as defined below) of the Option Shares ("Other Documentation"). Each of the parties hereto agrees to negotiate the terms of the Purchase and Sale Agreement and the Other Documentation in good faith and to take all other actions reasonably necessary to consummate the Transfer of the Option Shares as promptly as practicable following the giving of the Exercise Notice, which Transfer will in no event occur more than 60 days following the giving of such notice (unless delayed by Grantee) (the date on which such Transfer occurs is hereinafter referred to as the "Closing Date"). The Purchase and Sale Agreement will contain provisions customary in such transactions including, without limitation, representations and warranties by each of the Grantors and Jillian's Boston substantially similar to the representations and warranties given by Grantee in Article II of the Merger Agreement.
Payment and Delivery of Option Shares. Payment for Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds of the price for the Option Shares being purchased to accounts designated by each Selling Stockholder in accordance with the Custody Agreement (as hereinafter defined) against delivery to the Representatives for the respective accounts of the several Underwriters of the Option Shares in the form of certificates for the securities comprising the Option Shares through the facilities of DTC. The certificates for the Option Shares shall be registered in the name or names and shall be in the denominations the Representatives designate at least one full business day prior to the Option Closing Date. The Company and Selling Stockholders agree to cause certificates for the Option Shares to be delivered, either directly or through the Selling Stockholder Custodian, pursuant to this Agreement through the facilities of the DTC, New York, New York, or at such other places as may be designated by the Representatives, and to be made available for checking and packaging at the above offices or such other places as may be designated by the Representatives at least one full business day prior to the Option Closing Date.
Payment and Delivery of Option Shares. Payment for the Option Shares shall be made on the Closing Date or the Option Closing Date, as the case may be, at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $[_____] per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date.
Payment and Delivery of Option Shares. Payment for the Option Shares shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the price per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Representative) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Option Closing Date.
Payment and Delivery of Option Shares. Payment for the Option Shares shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $____ per Option Shares upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date. Maxim Group LLC Chardan Capital Markets LLC ___________, 2006 Page 4 of 44
